NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ... - Hida

participating HIDA Member Companies who are entitled to such aggregated reports, and sales of the aggregateddata to manufacturers, providers and the general public. Contractor shall not use the Confidential Information forany other purpose. Contractor shall not use the Confidential Information for its own benefit, or make theConfidential Information available for use by, or use it for, the benefit of any other party, including any parent orsubsidiary of Contractor, whether or not for consideration, without the express prior written consent of HIDAMember Company.4. Return of Confidential Information. Contractor shall return to HIDA Member Company allConfidential Information that Contractor possesses, regardless of whether the Confidential Information is in written(including write-ups, notes, memoranda, and like documents), graphic, or machine readable form upon the earlier of:(i) completion of Contractor’s review, or (ii) with in twenty-four (24) hours of the request of HIDA MemberCompany.5. Injunctive Relief. Contractor acknowledges that HIDA Member Company will be irreparablyharmed if Contractor’s obligations under this Agreement are not specifically enforced and that HIDA MemberCompany would not have an adequate remedy at law in the event of an actual or threatened violation by Contractorof its obligations. Therefore, Contractor agrees that HIDA Member Company shall be entitled to an injunction orany appropriate decree of specific performance for any actual or threatened violations of breach by Contractor or itsemployees, agents, or representatives without the necessity of showing actual damages or that monetary damageswould not afford an adequate remedy. Nothing in this paragraph precludes HIDA Member Company from seekingmonetary damages in the event of a breach of this Agreement by Contractor.6. Proprietary Rights. Unless otherwise specified, all use of Confidential Information, and all writeups,notes, memoranda, materials, or products developed or prepared for HIDA Member Company by Contractor,pertaining to the Confidential Information is the property of HIDA Member Company and all title and interesttherein shall vest in HIDA Member Company and shall be deemed to be a work made for hire and made in thecourse of the services rendered hereunder. To the extent that title to any such works may not, by operation of law,vest in HIDA Member Company or such works may not be considered works made for hire, Contractor herebytransfers, grants, conveys, assigns and relinquishes exclusively to HIDA Member Company all of Contractor’s right,title and interest in and to such materials under patent, copyright, trade secret and trademark law, in perpetuity or forthe longest period otherwise permitted by law. All such materials shall belong exclusively to HIDA MemberCompany, with HIDA Member Company having the right to obtain and to hold in its own name, all copyrights,registrations, or such other protections as may be appropriate to the subject matter, and any extensions, renewals,and derivative works thereof.7. Governing Law and Venue. This Agreement shall be governed by and construed in accordancewith the laws of Virginia without reference to the principles of conflict of laws. Actions seeking injunctive reliefand monetary damages may be brought in any court of competent jurisdiction having personal jurisdiction over therespective parties.8. Survival. The provisions of Section 2 through 7, inclusive, of this Agreement shall survive anytermination of this Agreement.9. Entire Agreement. This Agreement contains the entire understanding of the Parties with respect tothe subject matter hereof and supersedes all prior agreements or understandings. This Agreement shall not bemodified except in writing signed by both Parties.IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorizedrepresentatives with full rights, power and authority to enter into and perform this Agreement.HIDA Member Company Insurance Company, Ltd.By:_________________________________Name: _____________________________Title: ______________________________Date:_______________________________ContractorBy:_________________________________Name: William Cron, PhD.Title:_______________________________Date:_______________________________13343 (2/9/14)2